Provision | Description |
Position | Full-time Chief Financial Officer, Executive Vice President Reporting to Nancy Lurker, CEO, PDI |
Base Salary | $420,000 annually Paid semi-monthly less appropriate deductions |
Annual Incentive Award | “Short Term Incentive Plan (Award)” (STIP) Target of 50% of base salary Payable in cash annually in March In accordance with Short Term Plan Document and Guidelines |
Initial Hiring Award (Inducement Equity Incentive Grant) | $150,000 in value 50% Restricted Stock Units (RSUs), with 3 year cliff vesting 50% Stock Settled Appreciation Rights (SARs) with 3 year vesting of equal annual installments (annual step vesting) |
Annual Long-Term Incentive Award | Target annual grant of $300,000 or a value approved by Compensation Committee Awarded in accordance with Long-Term Plan Document and Guidelines, at the discretion of the Compensation Committee Current award mix (subject to change based on discretion of Committee) 50% of value in RSUs with 3 year cliff vesting 50% of value in SARs with 3 year vesting of equal annual installments (annual step vesting) |
Non-Compete Requirements | 12 months from date of termination of employment limited in scope to companies with competing product in similar therapeutic categories |
Health and Welfare Benefits | Provided at the same level as offered generally to other PDI Senior Executives Annual paid time off: 20 days, will be prorated for the portion of the first year of employment Company Paid Holidays - generally 11-12 per year (including week between Christmas and New Year) |
Employment and Separation Terms | Offer shall not be construed as a contract for any definite term. Employment with PDI is “at will” 12 Months Separation Agreement in the event of Qualifying Separation (i.e. termination without cause or executive departure for good reason): A payment equal to the product of twelve (12) times then current monthly base salary A payment equal to the average of the annual cash-based incentive award over the last three fiscal years or such shorter number of fiscal years if the participation is less than three years Continuation of group health and dental plan coverage up to 12 months by company’s payment or reimbursement for the cost of COBRA premiums A payment of any accrued but unpaid annual base salary, unused vacation and any other form or type of compensation or benefit Accelerated vesting of equity grants upon the occurrence of a change of control (as defined in the 2004 Stock Award and Incentive Plan) |